DIRECTOR
      INDEMNIFICATION AGREEMENT

    


    This
      Agreement, dated as of    ,
      is
      entered into between OPKO Health, Inc., a corporation organized under the laws
      of the State of Delaware (the "Company"), and «name» (the
      "Director").

    


    


    Recitals

    


    A. Highly
      competent persons are becoming more reluctant to serve publicly-held
      corporations as directors or as executive officers unless they are provided
      with
      adequate protection through insurance or adequate indemnification against
      inordinate risks of claims and actions against them arising out of their service
      to, and activities on behalf of, the corporation.

    


    B. The
      current impracticability of obtaining adequate insurance and the uncertainties
      relating to indemnification have increased the difficulty of attracting and
      retaining such persons.

    


    C. The
      Bylaws of the Company presently provide, among other things, that the Company
      shall indemnify its directors and officers to the full extent permitted by
      law.

    


    D. The
      Board
      has determined that the difficulty in attracting and retaining highly competent
      persons is detrimental to the best interests of the Company's stockholders
      and
      that the Company should act to assure such persons that there will be increased
      certainty of protection against risks of such claims and actions against them
      in
      the future.

    


    E. It
      is
      reasonable, prudent, and necessary for the Company contractually to obligate
      itself to indemnify such persons to the fullest extent permitted by applicable
      law so that they will serve or continue to serve the Company free from undue
      concern that they will not be so indemnified.

    


    F. The
      Director is willing to serve or continue to serve as a director of the Company
      on the condition that the Director be so indemnified.

    


    Agreement

    


    In
      consideration of the recitals and the covenants contained herein, the Company
      and the Director covenant and agree as follows:

    


    1. Definitions.
      As used
      in this Agreement the following terms shall have the meanings indicated
      below:

    


    (a) "Related
      Party" shall refer to (i) any other corporation in which the Company has an
      equity interest of at least fifty percent (50%) and (ii) any other corporation
      or any limited liability company, partnership, joint venture, trust, employee
      benefit plan or any other enterprise or association in which the Director has
      served in any Indemnified Position, at the request of the Company or for the
      convenience of the Company or to represent the Company's interest. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) "Indemnified
      Position" shall refer to any position held by the Director, or pursuant to
      which
      the Director acts, as an officer, director, employee, partner, trustee,
      fiduciary, administrator or agent of the Company or a Related
      Party.

    


    (c) "Indemnified
      Event" shall mean any claim asserted against the Director, whether civil,
      criminal, administrative or investigative in nature, for monetary or other
      relief; or any Proceeding to which the Director is named as a party or is a
      subject of or witness in, or with respect to which he or she is threatened
      to be
      named as a party, subject or witness, brought against the Director by reason
      of
      his or her serving or acting in any Indemnified Position or arising or allegedly
      arising directly or indirectly out of, or otherwise relating to, any action,
      omission, occurrence or event involving the Director in any Indemnified
      Position, including any Proceeding, formal or informal or otherwise, conducted
      or brought by the Securities and Exchange Commission or other governmental
      agency, or The National Association of Securities Dealers, Inc., a national
      stock exchange or similar organization.

    


    (d) "Proceeding"
      shall mean any pending, threatened or completed action, suit, investigation,
      inquiry, arbitration, alternative dispute resolution mechanism or any other
      proceeding (or any appeals therefrom), whether civil, criminal, administrative
      or investigative in nature and whether in a court or arbitration, or before
      or
      involving a governmental, administrative or private entity (including, but
      not
      limited to, an investigation initiated by the Company, any Related Party or
      any
      affiliate thereof, or the board of directors, fiduciaries or partners of any
      thereof).

    


    (e) "Indemnification
      Amount" shall refer to the amount of losses, claims, demands, costs, damages,
      liabilities (joint and several), judgments, fines (including any excise tax
      assessed with respect to an employee benefit plan), settlements, and other
      amounts (including Witness Liabilities), including interest on any of the
      foregoing, which the Director is liable to pay or has paid in connection with
      an
      Indemnified Event and amounts proposed to be paid in settlement by the Director
      in connection with any Indemnified Event.

    


    (f) "Witness
      Liabilities" shall mean all Indemnification Amounts incurred by the Director
      in
      connection with his or her preparation to serve or service as a witness in
      any
      Proceeding in any way relating to the Company, any Related Party or any
      affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended)
      of any of them (a "Securities Act Affiliate"), any associate (as defined in
      such
      Rule 405) of any of them or of any Securities Act Affiliate, or any Indemnified
      Event (including, but not limited to, the investigation, defense or appeal
      in
      connection with any such Proceeding).

    


    (g) "Expenses"
      shall refer to all disbursements, costs or expenses of any nature reasonably
      incurred by the Director directly or indirectly in connection with any
      Indemnified Event, or Witness Liabilities, including, but not limited to, fees
      and disbursements of counsel, accountants or other experts employed by the
      Director in connection with any Indemnified Event, including all such expenses,
      disbursements and costs of investigation in connection with or prior to the
      initiation of any Proceeding relating to an Indemnified Event.

     

    
      
        
        

      

      
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    (h) "Indemnify"
      or "Indemnification" shall refer to the obligation of the Company herein to
      pay
      Expenses or Indemnification Amounts.

    


    (i) "Change
      of Control" shall be deemed to have occurred if (A) any "Person" (as that term
      is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
      as
      amended), but excluding the Company and any of its wholly-owned subsidiaries,
      is
      or becomes (except in a transaction approved in advance by the Board) the
      beneficial owner (as defined in Rule 13d-3 under such Act), directly or
      indirectly, of securities of the Company representing 20% or more of the
      combined voting power of the Company's then outstanding securities or (B) during
      any period of two consecutive years, individuals who at the beginning of such
      period constitute the Board cease for any reason to constitute at least a
      majority thereof unless the election, or the nomination for election by the
      Company's stockholders, of each new director was approved by a vote of at least
      two-thirds of the directors still in office who were directors at the beginning
      of the period, or (C) the stockholders of the Company should approve any one
      of
      the following transactions: (x) any consolidation or merger of the Company
      in
      which the Company is not the surviving corporation, other than a merger of
      the
      Company in which the holders of the Company's common stock immediately prior
      to
      the merger have the same proportionate ownership of the surviving corporation
      immediately after the merger; or (y) any sale, lease, exchange or other transfer
      (in one transaction or a series of related transactions) of all, or
      substantially all, the assets of the Company.

    


    (j)
      "Final Disposition" shall refer to any judgment, order or award rendered in
      any
      Proceeding after the expiration of all rights of appeal.

    


    2. Services
      to the Company.
      The
      Director will serve, and/or continue to serve, as a director of the Company,
      so
      long as he or she is duly elected and qualified in accordance with the
      provisions of the Certificate of Incorporation and Bylaws of the Company, or
      in
      any other Indemnified Position, at the will of the Company (or under separate
      contract, if any); provided that the Director may at any time and for any reason
      resign from such Indemnified Position (subject to any contractual obligations
      which the Director shall have assumed apart from this Agreement) but the
      obligations provided for herein shall continue after such
      termination.

    


       3. Indemnity.
      The
      Company hereby agrees to indemnify the Director and hold the Director harmless
      to the full extent permitted or authorized by applicable law. Without limiting
      the generality of the foregoing, the Company agrees to indemnify the Director
      and hold the Director harmless from and against, and pay any and all, Expenses
      and Indemnification Amounts, including Witness Liabilities.

    


    Notwithstanding
      the foregoing, except with respect to the indemnification specified in the
      second and third sentences of Section 7 or in Section 10 or Section 13(b) of
      this Agreement, the Company shall indemnify the Director in connection with
      a
      Proceeding (or part thereof) initiated by the Director only if authorization
      for
      the Proceeding (or part thereof) was not denied by the Board of Directors of
      the
      Company prior to the earlier of (i) 60 days after receipt of notice thereof
      from
      the Director and (ii) a Change of Control.

     

    
      
        
        

      

      
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    4. Payment
      of Expenses.
      The
      Company shall advance all Expenses within thirty (30) days after the receipt
      by
      the Company of a statement or statements from the Director requesting such
      advance payment or payments from time to time. Such statement or statements
      shall identify the nature and amount of the Expenses to be advanced with
      reasonable specificity. The Director shall also agree to undertake to repay
      any
      Expenses advanced if it shall ultimately be determined (which shall only be
      made
      after the Final Disposition of the Proceeding related to an Indemnified Event,
      as hereinafter provided) that the Director was not entitled to reimbursement
      of
      Expenses in connection with the Indemnified Event for which such Expenses were
      made.

    


    5. Interval
      Protection.
      During
      the interval between the Company's receipt of the Director's request for
      indemnification or advances and the latest to occur of (a) payment in full
      to
      the Director of the indemnification or advances to which he or she is entitled
      hereunder, or (b) a final adjudication that the Director is not entitled to
      indemnification hereunder, the Company shall provide "Interval Protection"
      which, for purposes of this Agreement, shall mean the taking of the necessary
      steps (whether or not such steps require expenditures to be made by the Company
      at that time) to stay, pending a final determination of the Director's
      entitlement to indemnification (and, if the Director is so entitled, the payment
      thereof), the execution, enforcement or collection of any Indemnified Amount
      or
      Expenses or any other amounts for which the Director may be liable (and as
      to
      which the Director has requested indemnification hereunder) in order to avoid
      the Director's being or becoming in default with respect to any such amounts.
      

    


    6. Indemnification
      by Court.
      Notwithstanding any other provision of this Agreement including without
      limitation the fourth sentence of Section 7, indemnification and advances shall
      also be made to the extent a court of competent jurisdiction, or the court
      in
      which a Proceeding was brought, shall determine that the Director, in view
      of
      all the circumstances of the case, is fairly and reasonably entitled to
      indemnification and/or advances for such Expenses as such court shall deem
      proper.

    


    7. Indemnification
      Procedure.
      Any
      Indemnification or advance under this Agreement (other than Interval Protection)
      shall be made promptly and in any event within thirty (30) days upon the written
      request of the Director delivered to the Company. The right to Indemnification
      or advances as granted under this Agreement shall be enforceable by the Director
      in any court of competent jurisdiction if the Company denies such request,
      in
      whole or in part, or if no disposition thereof is made within thirty (30) days.
      The Director's costs and expenses incurred in connection with successfully
      establishing his or her right to indemnification or advances, in whole or in
      part, in any such action shall also be indemnified by the Company. It shall
      be a
      defense to any such action that there has been a judgment or other final
      adjudication adverse to the Director which established that the Director failed
      to meet the standard of conduct, if any, required for indemnification by
      applicable law, but the burden of proving such defense shall be on the Company.
      Neither the failure of the Company (including the Board or any committee
      thereof, its independent counsel and its stockholders) to have made a
      determination prior to the commencement of such action that indemnification
      of
      the Director is proper in the circumstances because he or she has met the
      applicable standard of conduct described in the preceding sentence, if any,
      nor
      the fact that there has been an actual determination by the Company (including
      the Board or any committee thereof, its independent counsel and its
      stockholders) that the Director has not met such applicable standard of conduct,
      shall be a defense to the action or create a presumption that the claimant
      has
      not met the applicable standard of conduct.

     

    
      
        
        

      

      
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    8. Presumptions
      and Effect of Certain Proceedings.

    


    (a) The
      Director shall be presumed entitled to Indemnification hereunder unless clearly
      not entitled to such Indemnification by clear and convincing proof that such
      payment shall be unlawful.

    


    (b) If
      the
      Company shall not have responded to the Director's request for Indemnification
      pursuant to Section 7 hereof within thirty (30) days after receipt by the
      Company of such request therefor, the Director shall be deemed to be entitled
      to
      such Indemnification.

    


    (c) The
      termination of any Proceeding relating to an Indemnified Event or of any claim,
      issue, or matter therein by judgment, order, settlement, or conviction, or
      upon
      a plea of nolo contendere or its equivalent, shall not of itself adversely
      affect the right of the Director to Indemnification or create a presumption
      that
      the Director did not meet any applicable standard of conduct.

    


    (d) Notwithstanding
      any other provision of this Agreement, the Director shall in no event be
      required to repay any Expense payments advanced to the Director and no defense
      can or shall be raised by the Company to a request for Indemnification pursuant
      to Section 7 to the extent the Director has been successful on the merits or
      otherwise in defense of any Proceeding related to an Indemnified Event, or
      in
      defense of any claim, issue or matter involved in any Indemnified Event therein,
      whether as a result of the initial adjudication or on appeal or the abandonment
      thereof by a party.

    


    9. Non-Exclusivity:
      Duration of Agreement; Insurance; Subrogation.

    


    (a) The
      rights of Indemnification and to receive advancement of Expenses as provided
      by
      this Agreement shall not be deemed exclusive of any other rights to which the
      Director may at any time be entitled under applicable law, the Certificate
      of
      Incorporation, the By-laws, any other agreement, or any vote or consent of
      directors or stockholders or otherwise.

    


    (b) This
      Agreement shall continue until and terminate upon the later of: (i) ten (10)
      years after the date that the Director shall have ceased to serve in any
      Indemnified Position; or (ii) the Final Disposition of all Indemnified
      Events.

    


    (c) This
      Agreement shall be binding upon the Company and its successors and assigns
      and
      shall inure to the benefit of the Director and his or her heirs, devisees,
      executors, and administrators or other legal representatives.

    


    (d) To
      the
      extent that the Company maintains an insurance policy or policies providing
      liability insurance for directors or executive officers of the Company or for
      any person serving in any other Indemnified Position, the Director shall be
      covered by such policy or policies in accordance with its or their terms to
      the
      maximum extent of the coverage available for any such director or executive
      officer or person serving in such position under such policy or
      policies.

    
       

      
        
          
          

        

        
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    10. Proceedings.

    


    (a) The
      parties hereto agree that except as otherwise provided for herein, any disputes
      arising with respect to the interpretation or enforcement of any provision
      hereof shall be submitted, at the sole election of the Director, either to
      arbitration or to judicial determination. Any arbitration shall be conducted
      in
      the City of Miami, Florida in accordance with the then existing rules of the
      American Arbitration Association ("AAA"). In any arbitration pursuant to this
      Agreement, the award or decision shall be rendered by a majority of the members
      of an arbitration panel consisting of three members chosen in accordance with
      the then existing rules of the AAA. The award or decision of the arbitration
      panel pursuant to this Section 10 shall be binding and conclusive on the
      parties, provided that enforcement of such award or decision may be obtained
      in
      any court having jurisdiction over the party against whom such enforcement
      is
      sought. The Company hereby agrees to bear all fees, costs and expenses imposed
      by the AAA, in connection with the arbitration, irrespective of the
      determination thereof. The provisions of Section 10(c) shall govern with respect
      to the proceedings referred to therein.

    


    (b) In
      the
      event that, for any reason, the Company fails to pay any Indemnification or
      advance demanded, or the Company requests repayment of any Expenses advanced,
      the Director shall nevertheless be entitled, at his or her sole option, to
      a
      final judicial determination or may seek arbitration of his or her entitlement
      to Indemnification hereunder in respect of such claim. In the event the Director
      seeks a judicial determination, the Director shall commence an action in a
      court
      of the State of Florida. In the event the Director seeks an award in
      arbitration, (i) such arbitration shall be conducted in Miami, Florida pursuant
      to Section 10(a), and (ii) the arbitrator shall notify the parties of his or
      her
      decision within sixty (60) days following the initiation of such arbitration
      (or
      such other period proscribed by the rules of AAA). The Company further agrees
      that its execution of this Agreement shall constitute a stipulation by which
      it
      shall be bound in any court or arbitration in which such proceeding shall have
      been commenced, continued or appealed that (i) it shall not oppose the
      Director's right to seek any such adjudication or award in arbitration or any
      other claim by reason of any prior determination made by the Company with
      respect to the Director's right to Indemnification under this Agreement on
      such
      claim or any other claim, or, except in good faith, raise any objections not
      specifically relating to the merits of the Director's claim; and (ii) for
      purposes of this Agreement any such adjudication or arbitration shall be
      conducted de novo and without prejudice by reason of any prior determination
      that the Director is not entitled to Indemnification.

    


    (c) Whether
      or not the court or arbitrators shall determine that the Director is entitled
      to
      payment of Indemnification Amounts or has to return the payment of Expenses
      or
      otherwise finds against the Director, the Company shall within thirty (30)
      days
      after written request therefor (and submission of reasonable evidence of the
      nature and amount thereof), and unless there is a specific judicial finding
      that
      the Director's suit or arbitration was frivolous, pay all Expenses incurred
      by
      the Director in connection with such adjudication or arbitration (including,
      but
      not limited to, any appellate proceedings).

     

    
      
        
        

      

      
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    11. Severability.
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal,
      or unenforceable for any reason whatsoever: (a) the validity, legality, and
      enforceability of the remaining provisions of this Agreement (including without
      limitation, each portion of any Section, paragraph or clause of this Agreement
      containing any such provision held to be invalid, illegal, or unenforceable,
      that is not itself invalid, illegal, or unenforceable) shall not in any way
      be
      affected or impaired thereby; and (b) to the fullest extent possible, the
      provisions of this Agreement (including, without limitation, each portion of
      any
      Section, paragraph or clause of this Agreement containing any such provision
      held to be invalid, illegal, or unenforceable, that is not itself invalid,
      illegal, or unenforceable) shall be deemed revised, and shall be construed,
      so
      as to give effect to the intent manifested by this Agreement (including the
      provision held invalid, illegal, or unenforceable).

    


    12. Merger
      or Consolidation of the Company.
      In the
      event that the Company shall be a constituent corporation in a consolidation
      or
      merger, whether or not the Company is the resulting or surviving corporation,
      the Director shall stand in the same position under this Agreement with respect
      to the Company if its separate existence had continued.

    


    13. Enforcement.

    


    (a) The
      Company unconditionally and irrevocably stipulates and agrees that its execution
      of this Agreement shall also constitute a stipulation by which it shall be
      bound
      in any court or arbitration in which a proceeding by the Director for
      enforcement of his or her rights shall have been commenced, continued or
      appealed, that the obligations of the Company set forth herein are unique and
      special, and that failure of the Company to comply with the provisions of this
      Agreement will cause irreparable and irremediable injury to the Director, for
      which a remedy at law will be inadequate. As a result, in addition to any other
      right or remedy he or she may have at law or in equity with respect to a
      violation of this Agreement, the Director shall be entitled to injunctive or
      mandatory relief directing specific performance by the Company of its
      obligations under this Agreement.

    


    (b) In
      the
      event that the Director is subject to or intervenes in any legal action in
      which
      the validity or enforceability of this Agreement is at issue or institutes
      any
      legal action, for specific performance or otherwise, to enforce his or her
      rights under, or to recover damages for breach of, this Agreement, the Director
      shall, within thirty (30) days after written request to the Company therefor
      (and submission of reasonable evidence of the amount thereof), and unless there
      is a specific judicial finding that the Director's suit was frivolous, be
      indemnified by the Company against all Expenses incurred by him or her in
      connection therewith.

     

    
      
        
        

      

      
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    14. Notification
      and Defense of Claim.
      The
      Director agrees to promptly notify the Company in writing upon being served
      with
      any summons, citation, subpoena, complaint, indictment, information or other
      document relating to any Proceeding involving an Indemnification Event;
      provided, however, that the failure of the Director to give such notice to
      the
      Company shall not adversely affect the Director's rights under this Agreement
      except to the extent the Company shall have been materially prejudiced by such
      failure. Nothing in this Agreement shall constitute a waiver of the Company's
      right to seek participation, at its own expense, in any Proceeding which may
      give rise to Indemnification hereunder.

    


    15. Headings.
      The
      headings of the Sections and paragraphs of this Agreement are inserted for
      convenience only and shall not be deemed to constitute part of this Agreement
      or
      to affect the construction thereof.

    


    16. Modification
      and Waiver.
      No
      supplement, modification, or amendment of this Agreement shall be binding unless
      executed in writing by both of the parties hereto. No waiver of any of the
      provisions of this Agreement shall be deemed or shall constitute a waiver of
      any
      other provision hereof (whether or not similar) nor shall such waiver constitute
      a continuing waiver.

    


    17. Notices.
      All
      notices, requests, demands, and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if (i) delivered by hand,
      or
      sent via telecopy or facsimile transmission, in each case receipted for by
      the
      party to whom said notice or other communication shall have been directed or
      transmitted, or (ii) mailed by certified or registered mail with postage
      prepaid, on the third business day after the date on which it is so mailed,
      or
      (iii) delivered by overnight courier service:

    


    
      	 	(a)	
              If
                to the Director, to:

            


    

    
       

      «name» 

    

    «address»

    


    
      	 	(b)	
              If
                to the Company, to:

            


    

    


    OPKO
      Health, Inc.

    4400
      Biscayne Boulevard Suite 1180

    Miami,
      FL
      33137

    


    Attention:
      Deputy General Counsel

    


    or
      to
      such other address as may have been furnished to either party by the other
      party.

     

    
      
        
        

      

      
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    18. Entire
      Agreement.
      All
      prior and contemporaneous agreements and understandings between the parties
      with
      respect to the subject matter of this Agreement are superseded by this
      Agreement, and this Agreement constitutes the entire understanding between
      the
      parties. This Agreement may not be modified, amended, changed or discharged
      except by a writing signed by the parties hereto, and then only to the extent
      therein set forth.

    


    19. Nonassignment.
      This
      Agreement may not be assigned by either of the parties hereto.

    


    20. Governing
      Law.
      This
      Agreement, including its validity, interpretation and effect, and the
      relationship of the parties shall be governed by, and construed in accordance
      with, the laws of the State of Florida.

    


    IN
      WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
      of
      the day and year first above written.

    


    
      	OPKO
              HEALTH, INC.
	 	 
	
              By:

            	
                
                

            
	 	 
	 	 
	DIRECTOR
	 	 
	
              By:

            	
               

            
	
              «name»

            


    

    


    
      
        
        

      

      
        –9–